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TERMS AND CONDITIONS
<br />Use of Fund;. The City has chosen to provide Recipient with fund; as noted on the Donation Request Form for
<br />an event to be held in the community because the City has determined that there is a public purpose to be served in
<br />supporting the Community Benefit C -Agreement"). In executing this Agreement and receiving the fimds, Recipient
<br />agrees to use the funds only for the purpose described and subject to the terms and conditions provided for in this
<br />Agreement. Should Recipient fail to we the funds for such purpose or otherwise comply fully with the terms of this
<br />Agreement. City shall have the right to termmate this Agreement and demand the return of the fimds pursuant to Section
<br />3.2 below.
<br />Term; Termination of Agreement This Agreement shat take effect on the date first above written and remain in
<br />effect through Recipient's full expenditure of the fiords. The City has the right to terminate this Agreement upon one
<br />day's notice, with or without cause. Should the City terminate this Agreement, it shall also have the right to demand the
<br />immediate return of all funds protided to Recipient pursuant to this Agreement, as well as interest at the mate of ten
<br />percent (100%) per annum. Notwithstanding the foregoing, the indemnification provisions of this Agreement shall survive
<br />any expiation or termination of this Agreement.
<br />Waivers, Insurance or Other Obligations. For purposes of the City's protection, if the City determines that the
<br />funds will be wed for a purpose which may cause a significant rUof injury, the City may, in its sole discretion, require
<br />Recipient to provide certain insurance and participant waiverfrelease protections. This right shall be on-going and may be
<br />implemented by the City at any time, and all m --save and warverhelease forms shall be provided on forms, in amounts
<br />and with provisions acceptable to City.
<br />No Oversight by City. Nothing in this Agreement shall be implied or interpreted as City establishing or
<br />providing oversight, control or approval ofthe Community Benefit or any activities conducted by the Recipient.
<br />Indemnification. Recipient understands, acknowledges and agrees that Recipient shall assume all risks
<br />associated with the Community Benefit, including, but not limited to, the posability of death or serious trauma or injury.
<br />To this end. therefore, Recipient shall defend, indemnify and hold City and its officials, officer, employees, agents and
<br />volunteers fine and harmless from and against any and Al claims, demands, causes of action, costs, expenses, liabilities,
<br />losses, damages or iajmies, in law or equity, to property or persons, including wrongful death, in any runner arising out
<br />of or incident to any and all acts, omission, willfid misconduct or other activities of the Recipient or its officials, officer,,
<br />employees, agents, guests, participants attendees, and contractors, including. the performance of the Community Benefit
<br />or this Agreement, including without limitation the payment of all consequential damages and attorneys fees and other
<br />related costs and expenses. The only exception to the Recipient's obligations hereunder shall be for claim , demands,
<br />causes of action, costs, expenses, liabilities, losses, damages or injuries cawed by the sole negligence, sole willful
<br />misconduct or sole active negligence of the City. Recipient shall defend, at Recipient's own cost, expense and risk, any
<br />and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against the
<br />City, it- officials, officers, employees, agents, or volunteers. Recipient shall pkv and satisfy any judgment, award or
<br />decree that may be tendered against the City or its officials, officers. employees, agents, or volunteers, in any such suit,
<br />action or other legal proceeding. Recipient shall reimburse City and its officials, officers, employees, agents, andlor
<br />volunteers, for any and all legal expenses and costs incurred by each of them is connection therewith or in enforcing the
<br />indemnity herein provided Recipient's obligation to indemnity- shall not be restricted or limited by insurance proceeds, if
<br />my, received by the City, its official, officer., employers, agents or volunteer. The indemnification provisions of this
<br />Agreement shall survive any expiration or termination of this Agreement
<br />Entire Contract/r�fodification. This Agreement contains the entire agreement of the Parties with respect to the
<br />subject matter hereof; and supersedes all prior negotiations, understandings or agreements. The tern and conditions of
<br />this Agreement may be altered, modified or amended only by uaitten agreement signed by both Parties.
<br />Authority to Enter Agreement. The person executing on behalf of Recipient represents and warrants that the
<br />Recipient has all requisite power and authority to conduct it: business and to execute, deliver and perform this
<br />Agreement. Each Party warrants that the individual- who have signed this Agreement have the legal power, right and
<br />authority to make this Agreement bind each respective Party.
<br />City Council Special Event Sponsorship Policy 7
<br />EXHIBIT 2
<br />55B-11
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